Legal Agreement

Truvativ International Co., Ltd., Race Face Inc., and Chris King (hereinafter collectively referred to as the “Companies”) developed the technological knowledge with respect to the International Spline Interface Standard Drive (hereinafter referred to as the “ISIS Drive”) as described in the Standard Document and is trademarking the term “ISIS Drive” in the United States of America. 

It is not the intention of the Companies to patent the ISIS Drive; instead they wish to make the technology available for use by others in accordance with the General Terms of Use Agreement stated herein. 

If you as the user of this web site wish to down load and use the technology contained within this web site you must agree to comply with the terms and conditions of the following Agreement without amendment. The terms in this Agreement supersede any policies described in any other literature published by the Companies or any one of them.

Before you click on the “Accept” button at the end of the document carefully read the terms and conditions of this Agreement. By clicking on the “Accept” button, you are consenting to be bound by and are becoming a party to the General Terms of Use Agreement. If you do not agree to all the terms of the Agreement, click the “Do Not Accept” button and DO NOT DOWNLOAD OR USE THE TECHNOLOGY.

GENERAL TERMS OF USE AGREEMENT

DEFINITIONS

In this document the term “technology” includes all technical information, procedures, methods, practices, techniques, information, bills of parts, diagrams, drawings, specifications, blue prints, lists of materials, production manuals and data relating to the design, manufacture, production, inspection and testing of the ISIS Drive. 

TERMS

By accessing this web site and downloading the technology herein, you are agreeing to be bound by the General Terms of Use Agreement (hereinafter referred to as “the Agreement”), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws and shall procure all approvals, licenses, permissions and permits necessary to the performance of your business and conduct your business in a manner so as to not bring discredit upon the reputation of the ISIS Drive or the Companies. If you do not agree with any of these terms do not use this site or download the technology. Any claim relating to ISIS Drive’s web site or the technology shall be governed by the laws of the Province of British Columbia Canada without regard to its conflict of law provisions. The technology contained in ISIS Drive’s web site is governed by applicable copyright and trademark law.

USE LICENSE

IN CONSIDERATION of the mutual promises and covenants contained in the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, permission is granted by the Companies to you to:

(i) download the technology on ISIS Drive’s web site for the purpose of manufacturing, distributing, using and selling the ISIS Drive;  and 

(ii) use the trade mark “ISIS Drive”. 

This is the grant of a license and not the transfer of title and under this license you must: 

(i) manufacture, distribute, use and sell the ISIS Drive within the specifications set out in the Standard Document and not modify the technology in particular, you will manufacture the ISIS Drive with the highest standards having regard to the nature of the ISIS Drive and the use to which it will be put. You will maintain the standards of design, materials, quality control, production and safety testing and inspection as specified in the Standard document;

(ii) use the trade mark “ISIS Drive” when manufacturing, distributing and selling the ISIS Drive and agree and comply with the terms of the use of the trademark; 

(iii) agree to disclose to the Companies any and all technical data and information relating to any and all developments or improvements of the ISIS Drive and its technology. 

USE OF THE TRADEMARK 

You agree that your right to use the trade mark “ISIS Drive” shall be conditional upon you:

(i) manufacturing, distributing and selling the ISIS Drive in accordance with the specification within the Standard Document; 

(ii) withdrawing from the course of manufacture or from the market any ISIS Drive Trademarked products that fail to comply with the specification within the Standard Document;

(iii) at all times using your best endeavors to preserve the validity and value of the Trademark;

(iv) signing any documentation required for the registration of the Trade mark in any jurisdiction where the ISIS Drive is manufactured, distributed used or sold; and 

(v) notifying the Companies of all infringements of the Trade mark, or of passing off, or of applications to register trade marks which could conflict with the “ISIS Drive” trade mark which come to your knowledge and thereafter assisting with all reasonable and necessary action to prevent such infringements, passing off and applications to register such trade marks. 

TERMINATION 

This License will automatically terminate if you violate in any material respect your obligations under this Agreement or you commit a material breach of any of the terms, conditions or restrictions contained within this Agreement. 

DISCLAIMER 

The technology on ISIS Drive’s web site is provided as “as is”. The Companies make no warranties or guarantees, express or implied, in relation to the technology and/or the ISIS Drive and the Companies disclaim and negate all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non - infringement of intellectual property or other violation of rights. The Companies do not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the technology. The Companies shall not be liable to you by reason of any representation or the breach of any implied condition, warranty or other term or any duty at common law or under any express term of this Agreement for any loss, damages, costs, expenses or other claim for compensation whatsoever, whether occasioned by your negligence or the negligence of your servants or agents or otherwise, which arises out of or in connection with this Agreement, or which in any way relates to the technology or the manufacture, use, distribution or sale of the ISIS Drive to the extent that the claim is for loss of profits, contracts, goodwill, anticipated savings or for wasted expenditure, or for any direct, indirect, special, incidental or consequential damages loss or damages. Further, the Companies shall have no obligation to defend you or to pay costs, damages or legal fees for any claim based on any modifications made to the ISIS Drive by you.

YOUR INDEMNITY TO THE COMPANIES

The Companies make no warranty or guarantee with respect to the Technology or the ISIS Drive and you are strictly prohibited from representing that such a warranty exists. The Companies strictly disclaim any liability arising out of errors or omissions in the Technology or in information provided to you on this web site or otherwise. You hereby agree to further indemnify and save the Companies harmless from all loss, costs, damages or expenses which the Companies may suffer or pay as a result of any claims or suits concerning the use by you of the technology or any defect in or otherwise in connection with the manufacture, use, distribution, sale or any other dealing in the ISIS Drive and/or breach of the terms of use of the trademark, and at the request of the Companies you agree to assume the defense of any demand, claim, action, suit or proceeding brought against the Companies for any reason thereof and pay any and all damages assessed against or that are payable by the Companies as the result of the disposition of any such demand, claim, action, suit or proceeding. Without limiting the generality of the foregoing, you agree to indemnify and save the Companies, their directors, officers, employees and agents and their respective heirs, executors, administrators, successors, and assigns and each of them harmless of and from any and all manner of action, causes, duties, demands, damages or expenses whatsoever directly or indirectly suffered by them in connection with otherwise related to the use of the technology or manufacture, distribution, and sale of the ISIS Drive by you.

REVISIONS AND ERRATA 

The technology appearing on ISIS Drive’s web site could include technical, typographical, or photographical errors. The Companies do not warrant that the technology provided on the web site is accurate, complete or current. The Companies may make changes to the materials and/or technology contained on the web site at any time without notice. The Companies do not however, make any commitment to update the materials and/or technology.

SITE TERMS OF USE MODIFICATION 

The Companies may revise these terms of use for this web site including this Agreement at any time without notice. By using this web site you are agreeing to be bound by the then current version of the General Terms of Use Agreement.

PARTIES STATUS

The relationship created by this Agreement does not constitute the granting of a franchise nor are you to be considered an agent, partner, joint adventurer or representative of the Companies.

INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Agreement into paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

SEVERABILITY 

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision.

ENTIRE AGREEMENT 

This Agreement constitutes the entire Agreement of all the parties with respect to the subject matter hereof and, except as stated in this Agreement and in the instruments and documents to be executed and delivered pursuant to this Agreement, contains all the representations, undertakings and agreements of all parties respecting the subject matter hereof.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding on and enure to the benefit of the successors and assigns of the Companies and you and all corporations and persons succeeding to or acquiring the business now carried on by you or the Companies.

HAVING READ AND UNDERSTOOD THE ABOVE NOTED TERMS AND CONDITIONS AND HAVING AUTHORITY TO ENTER THIS AGREEMENT:

I ACCEPT THE TERMS AND CONDITIONS AND BECOME A PARTY TO THIS AGREEMENT 

I DO NOT ACCEPT THE TERMS AND CONDITIONS AND DO NOT BECOME A PARTY TO THIS AGREEMENT